공시 • Dec 16
Dogehash Technologies, Inc completed the acquisition of Thumzup Media Corporation (NasdaqCM:TZUP) in a reverse merger transaction.
Dogehash Technologies, Inc entered into a non-binding letter of intent to acquire Thumzup Media Corporation (NasdaqCM:TZUP) in a reverse merger transaction for approximately $260 million on May 15, 2025. Dogehash Technologies, Inc agreed to acquire Thumzup Media Corporation (NasdaqCM:TZUP) in a reverse merger transaction for approximately $260 million on August 18, 2025. Under the terms of the agreement, Dogehash shareholders will exchange 100% of their holdings for 30 million shares of Thumzup stock. Additionally, 0.7 million of Thumzup shares will be issued to a third party to extinguish outstanding debt owed by Doge. Thumzup will be renamed "Dogehash Technologies Holdings, Inc." and trade on the Nasdaq Stock Market under the new symbol "XDOG." If this Agreement is terminated by TZUP for accepting a Superior Offer, then TZUP shall pay to Doge a nonrefundable fee in an amount equal to $2 million; payable in cash or shares of TZUP Common Stock at the election of TZUP. If the Doge Termination Fee is paid in shares of TZUP Common Stock, the amount of shares to be issued shall be determined by the 10-day average closing price of the TZUP Common Stock on Nasdaq immediately prior to the termination date. If this Agreement is terminated by Doge for accepting a Superior Offer, then Doge shall pay to TZUP a nonrefundable fee in an amount equal to $2 million; payable in cash or shares of Doge Common Stock at the election of Doge. If the TZUP Termination Fee is paid in shares of Doge Common Stock, the amount of shares to be issued shall be determined be at the higher of (A) the same price and terms as investors in Doge or USDE purchased securities in an amount of no less than $2 million prior to the termination date or (B) the value per share as determined by a mutually agreed upon nationally recognized independent third-party valuation firm.
The transaction is subject various customary terms and conditions, including shareholders approval of both companies and board of directors approval of both companies. The parties shall have completed their respective due diligence reviews. The board of directors of Doge has unanimously (i) determined that it is in the best interests of Doge and the stockholders of Doge, and declared it advisable, to enter into this Agreement providing for the Merger, (ii) approved this Agreement and the Transactions, including the Merger, on the terms and subject to the conditions of this Agreement, and (iii) adopted a resolution recommending that this Agreement and the Transactions, including the Merger, be adopted and approved by the stockholders of Doge. The TZUP Special Committee and the TZUP Board have each (i) determined that it is in the best interests of TZUP and the TZUP Stockholders, and declared it advisable, to put forth this Agreement providing for the Merger and the issuances of Merger Preferred and TZUP Common Stock and change of control in accordance with Listing Rule 5635 of Nasdaq and increase the shares eligible for issuance under the TZUP Equity Incentive Plan to 7 million shares and to submit such matters for approval of the TZUP Stockholders and (ii) approved this Agreement and the Transactions, including the Merger, on the terms and subject to the conditions of this Agreement. The transaction is expected close in the fourth quarter of 2025.
As of November 26, 2025, the terms of the merger consideration have been revised. Initially, Thumzup Media planned to issue 0.7 million restricted shares to settle Doge's debt to Titan Multi-Strategy Fund I, Ltd. However, the revised agreement stipulates that Thumzup Media will now pay $1.4 million in cash to cover the principal amount of the debt. Additionally, the accrued but unpaid interest will be settled through the issuance of 75,000 restricted shares of Thumzup Media. As of December 8, 2025 Thumzup Media shareholders has approved the transaction.
Law Office of Harvey Kesner, P.C. acted as legal advisor to Dogehash Technologies, Inc. Michael D. Harris of Nason, Yeager, Gerson, Harris & Fumero, P.A. acted as legal advisor to Thumzup Media Corporation. Eqvista Inc acted as financial advisor and fariness opinion provider for Thumzup Media Corporation. Pacific Stock Transfer Company acted as transfer agent/registrar for Thumzup Media Corporation. Haynie & Co. acted as accountant for Thumzup Media Corporation and Dogehash Technologies, Inc. Equity Stock Transfer, LLC acted as proxy solicitor for Thumzup Media Corporation. Richard Friedman of Sheppard Mullin Richter & Hampton LLP acted as a legal advisor to Thumzup Media Corporation.
Dogehash Technologies, Inc completed the acquisition of Thumzup Media Corporation (NasdaqCM:TZUP) in a reverse merger transaction on December 15, 2025. The transaction is approved by Nasdaq. The combined company will operate as Datacentrex, Inc. The common stock will trade on the Nasdaq Stock Market under the ticker symbol DTCX. Christopher R. Moe, Allan Evans, Chris Ensey, Robert Steele are elected as independent directors. Parker Scott will serve as Chief Executive Officer of the combined company.